27th Apr 2005 07:01
Albidon Limited27 April 2005 ALBIDON LIMITED __________________________________________________________________ NOTICE OF ANNUAL GENERAL MEETING PROXY FORM EXPLANATORY MEMORANDUM ____________________________________________________________________ Date of Meeting 25 May 2005 Time of Meeting 2:00 pm Place of Meeting Holiday Inn 778 Hay Street Perth, Western Australia ALBIDON LIMITED NOTICE IS HEREBY GIVEN that a General Meeting of the shareholders ofAlbidon Limited ("Company") will be held at the Holiday Inn, 778 Hay Street,Perth, Western Australia on Wednesday 25 May 2005 at 2:00 pm Western AustralianStandard Time, for the purpose of transacting the following business referred toin this Notice of Annual General Meeting. An Explanatory Memorandum containing information in relation to the followingResolutions accompanies this Notice of Meeting. AGENDA 1. To receive and consider the consolidated financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2004 2. Resolution 1 - Re-election of Mr Craig Ian Burton as a Director To consider and, if thought fit, to pass the following resolution as an ordinaryresolution: "That Mr Craig Ian Burton who retires by rotation in accordance with clause 11.2of the Company's Articles of Association and who offers himself for re-election,be elected a director of the Company." 3. Resolution 2 - Re-election of Mr Alasdair Campbell Cooke as a Director To consider and, if thought fit, pass with or without modification the followingresolution as an ordinary resolution: "That Mr Alasdair Campbell Cooke, who retires by rotation in accordance withclause 11.2 of the Company's Articles of Association and who offers himself forre-election, be elected a director of the Company." 4. Other business To deal with any other business which may be brought forward in accordance withthe Company's Articles of Association and any relevant legislation. BY ORDER OF THE BOARD Nicholas DayCompany Secretary26 April 2005 Proxies Registered Shareholders for the Company only can vote at the meeting eitherpersonally or by proxy, attorney or representative. A Shareholder entitled toattend and vote at the above meeting may appoint not more than two proxies toattend and vote at this meeting. Where more than one proxy is appointed, eachproxy must be appointed to represent a specified proportion of the Shareholder'svoting rights. A proxy may but need not be a shareholder of the Company. Theinstrument appointing of a proxy must be in writing, executed by the appointoror his/her attorney duly authorised in writing or, if such appointer is acorporation, either under seal or under hand of an officer or his/her attorneyduly authorised. The instrument of proxy (and the power of attorney or otherauthority, if any, under which it is signed) must be lodged by person, post,courier or facsimile and reach the Registered office of the Company not laterthan 2:00pm Western Australian Standard Time on 23 May 2005. For theconvenience of shareholders a Proxy Form is enclosed with notices sent toShareholders. A shareholder that is a corporation may elect to appoint a representative inaccordance with the Articles of Association in which case the Company willrequire written proof of the representative's appointment which must be lodgedwith, or presented to the Company not later than 2:00pm Western AustralianStandard Time on 23 May 2005. CHESS Depositary Interests Holders of CHESS Depositary Interests ("CDI") are invited to attend the meetingbut are not entitled to vote at the meeting. In order to have votes cast at theMeeting on their behalf, CDI holders must complete, sign and return the CDINotice of Direction enclosed with the Notice sent to them to ComputershareInvestor Services Pty Limited, Level 2, 45 St Georges Terrace, Perth, WA 6000,Australia or GPO Box D182, Perth WA 6840, Australia so that CDI holders candirect CHESS Depositary Nominees Pty Ltd ("CDN") to vote the underlying shareson their behalf. The CDI Notice of Direction needs to be received at the addressshown on the form by not later than 2:00 pm Western Australian Standard Time on20 May 2005. CREST Depositary Interests Holders of CREST Depositary Interests ("CRDI") are invited to attend the meetingbut are not entitled to vote at the meeting. In order to have votes cast at theMeeting on their behalf, CRDI holders must complete, sign and return theinstruction form enclosed with the Notice sent to them to Computershare InvestorServices PLC, PO BOX 82, The Pavilions, Bridgewater Road, Bristol BS99 7NH sothat CRDI holders can direct Computershare Company Nominees Limited ("CCN") tovote the underlying shares on their behalf. The Instruction Form needs to bereceived at the address shown on the form by not later than 2:00 pm WesternAustralian Standard Time (being 7:00 am London Time) on 20 May 2005. ALBIDON LIMITED 1. EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared for the Shareholders of AlbidonLimited ("Albidon" or "Company") in connection with the business to be conductedat the Annual General Meeting of the Company to be held at the Holiday Inn CityCentre Perth, 778-788 Hay Street, Perth, Western Australia on Wednesday, 25 May2005 commencing at 2 pm (WST). This Explanatory Memorandum should be read in conjunction with the accompanyingNotice of Annual General Meeting. The Directors recommend that Shareholders read this Explanatory Memorandumbefore determining whether or not to support the resolutions. 2 THE RESOLUTIONS 2.1 RESOLUTION 1 - RE-ELECTION OF MR CRAIG IAN BURTON AS A DIRECTOR Resolution 1 seeks approval for the re-election of Mr Craig Ian Burton as adirector of the Company with effect from the end of the meeting. Article 11.2 of the Company's Articles of Association provides that at eachAnnual General Meeting one-third of the Directors (or if their number is not amultiple of three, then such number as is appropriate to ensure that no Directorother than alternate Directors and the Managing Director holds office for morethan three years) shall retire from office. Mr Burton retires from office in accordance with this requirement and submitshimself for re-election. Mr Burton has served as an executive Director of theCompany and will continue to do so up to the date of the Meeting. On hisre-election to the Board under Resolution 1, he will resign from his employedposition with the Company and continue as a non-executive Director. Directors' Recommendation Mr Burton declined to make a recommendation about the proposed resolutionbecause he has an interest in its outcome. Richard (Dick) Potts, Donal Windrim,Alasdair Cooke, Christopher de Guingand and Mike Brook recommend that Mr Burtonbe re-elected to the Board. 2.2 RESOLUTION 2 - RE-ELECTION OF MR ALASDAIR CAMPBELL COOKE AS A DIRECTOR Resolution 2 seeks approval for the re-election of Mr Alasdair Campbell Cooke asa director of the Company with effect from the end of the meeting. Mr Cooke retires from office in accordance with Article 11.2 of the Company'sArticles of Association (outlined in section 2.1 above) and submits himself forre-election. Mr Cooke has served as a non-executive Director of the Company andwill continue to do so up to the date of the Meeting. With effect from hisre-election to the Board under Resolution 2, he will be employed by the Companyand continue as an executive Director. Directors' Recommendation Mr Cooke declined to make a recommendation about the proposed resolution becausehe has an interest in its outcome. Richard (Dick) Potts, Donal Windrim, CraigBurton, Christopher de Guingand and Mike Brook recommend that Mr Cooke bere-elected to the Board. GLOSSARY OF TERMS In this Explanatory Memorandum the following expressions have the followingmeanings: "Albidon" or "Company" means Albidon Limited. "Board" means the board of Directors. "Directors" means the directors of Albidon from time to time. "Explanatory Memorandum" means this Explanatory Memorandum. "Meeting" means the general meeting of shareholders of Albidon convened by thisNotice. "Notice" or "Notice of Meeting" means the notice of general meeting thataccompanies this Explanatory Memorandum. "Resolution" means a resolution referred to in the Notice of Meeting. "Share" means a fully paid ordinary share in the capital of Albidon. "Shareholder" means the holder of a Share. "WST" means Western Australian Standard Time. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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